A. General Description of Advisory Firm
Palladium Equity Partners Advisor, L.L.C. (the “Registrant”), located in New York, New
York, is an investment advisor to multiple pooled investment vehicles commonly known as
private equity funds (collectively, the “Funds”). For purposes of this Brochure, “Palladium” or
the “Firm” includes the Registrant, along with its affiliated Investment Managers and General
Partners (as discussed below) and other affiliates such as Palladium Heritage Management, LLC
(the “Heritage Advisor”). Palladium was founded in 1997. The Registrant was organized in May
2011, and, as of December 31, 2023, is principally owned, indirectly through controlled
subsidiaries, by the most senior professionals of the Firm: Marcos A. Rodriguez (Chairman and
Chief Executive Officer), Kevin L. Reymond (Vice Chairman), Adam Shebitz (Partner), Daniel
Ilundain (Partner), Justin R. Green (Partner), Chris Allen (Partner), Suzanne Wong (Chief
Financial Officer), and Susan Lyons (Partner). These individuals are members of the
Management Committee (“Management Committee”).
The Registrant is controlled by its sole member, Palladium Investment Partners, LLC,
which in turn is ultimately controlled by Palladium Manager, LLC. Palladium Manager, LLC is
controlled by the Management Committee and there are no non-employee members of
Palladium Manager, LLC.
In June 2021, affiliates of Palladium entered into a preferred equity financing
transaction with certain private investment funds affiliated with Landmark Equity Advisors, LLC
(collectively, “Landmark”) pursuant to which Landmark is entitled to receive, indirectly vis-à-vis
their limited partnership interests in PEP Professionals Capital, L.P. (the “SPV”), a Delaware
limited partnership controlled by an affiliate of Palladium, repayment proceeds representing
5% of the management fee income from the Investment Managers and 2% of the carried
interest distributable with respect to certain potential future private equity funds that may be
sponsored by Palladium, until such time as set forth in the governing documents of the SPV.
B. Description of Advisory Services
a. Advisory Services
Palladium’s “Investment Managers” Palladium Capital Management IV, L.L.C., Palladium
Capital Management V, L.L.C. and Palladium Capital Management VI, L.L.C. The Investment
Managers are generally responsible for carrying out the day-to-day investment activities of the
Funds, and each is under the common ownership of Palladium Equity Partners Advisor, L.L.C.
The duties and obligations of each Investment Manager are described more specifically in the
Advisory Agreement that each Investment Manager enters into with the applicable Fund.
Palladium’s “General Partners” are Palladium Equity Partners IV, L.L.C., PEP Fluid G.P.,
L.P., PEP V GP, L.L.C., PEP VI GP, L.L.C., and Palladium Equity Partners IV CF GP, L.L.C. Each
General Partner is generally responsible for the management, operation and policy of its
affiliated Fund, which includes making investments on behalf of its affiliated Fund, entering into
contracts on behalf of its affiliated Fund, acquiring, holding, and selling investments on behalf
of its affiliated Fund, and serving as the agent designated to carry out the investment objectives
of each Fund on behalf of all partners. The duties and obligations of each General Partner are
more specifically described in the Limited Partnership Agreement (“Partnership Agreement”)
that all partners in the relevant Fund enter into in connection with their investment in each
such Fund.
b. Private Funds
Palladium’s affiliated private Funds are Palladium Equity Partners IV, L.P. (“Fund IV”),
Palladium Equity Partners V, L.P. (“Fund V”), Palladium Equity Partners VI, L.P. (“Fund VI”), and
Palladium Equity Partners IV CF, L.P. Each of these Funds is organized as a Delaware limited
partnership. Investments in each Fund are governed by such Fund’s Partnership Agreement,
which include written investment guidelines that must be followed by the applicable General
Partner in the course of investing on behalf of each Fund, as well as side letter agreements with
particular Fund investors that require certain provisions relating to their investments in the
relevant Fund. We collectively refer to the Partnership Agreements, side letter agreements and
Advisory Agreement of the Fund as each Fund’s “Governing Documents.”
All Funds are exempt from registration as an “investment company” under Section
3(c)(7) of the Investment Company Act of 1940 (the “Company Act”), and investments in the
Funds are only offered to qualified investors via private placements of securities that are
exempt from registration with the SEC under the Securities Act of 1933 (the “Securities Act”).
Investment advice is provided by the Investment Managers and General Partners directly to the
Funds, and not individually to the investors in the Funds. Pursuant to the Governing Documents
of each Fund, investors are not permitted to impose restrictions on a Fund’s investments after
such Governing Documents are finalized.
The Funds invest primarily in lower middle-market private companies, with a general
aim to invest in companies with annual revenues of approximately $25 million to $500 million,
although from time to time certain investments fall outside this range. The Funds focus on
investing in sectors including consumer/food, business and financial services, industrial and
healthcare. Fund IV, Fund V, and Fund VI also focus on partnering with company founders, and
on companies which Palladium believes would benefit from the growth of the U.S. Hispanic
population. The investment strategy of each Fund is set forth in greater detail in its applicable
offering documents and Governing Documents. Palladium does not participate in wrap fee
programs.
c. Co-Investment Vehicles
From time to time, Palladium offers equity co-investment opportunities to invest
alongside a Fund in Fund investments. Typically, such opportunities arise where the Fund’s
General Partner determines that the aggregate amount to be invested would exceed the
amount determined to be appropriate or applicable for the relevant Fund, pursuant to such
Fund’s Governing Documents and in the related General Partner’s good faith judgment. Each
Fund’s Governing Documents contain provisions addressing allocation of co-investment
opportunities, and Palladium maintains written allocation policies in its compliance manual. The
considerations relating to the allocation of co-investments are described in greater detail at